First-class expertise for your outsourcing project

Ideally, outsourcing parts of IT operations or IT-supported business processes to specialized service providers brings numerous benefits to the outsourcing company. These include cost reductions, efficiency gains, shorter innovation cycles, and the ability to focus on core business. At the same time, outsourcing is a complex project, both operationally and legally. This is especially true when it is subject to special regulatory requirements (including in the financial, healthcare, telecommunications, critical infrastructure and public sectors). The Aitava team has years of experience with outsourcing projects and will support you in all project phases – from planning and migration to operation and eventual exit.

Contract Design, Negotiation Support and Compliance

The Agreement

The outsourcing contract is a “work” in the true sense of the word. A modular structure with a framework agreement and various technical, commercial and specialized legal appendices is common. These include, among other things, service descriptions and SLAs, pricing mechanisms, governance structures, as well as concepts and plans for migration, operations, business continuity and exit.

With our many years of experience in outsourcing projects, we help you to address a wide range of eventualities that may arise during such a project. Our aim is to support your project with an outsourcing contract that (a) takes into account “state of the art” industry standards for outsourcing contracts, (b) is optimally tailored to the specific needs of your outsourcing and (c) is not just a piece of paper for lawyers, but is also operationally manageable.

Flexible and dynamic

Outsourcing projects almost always run for several years. During this time, the service provider’s service portfolio and the scope of services requested by the customer may change. The outsourcing contract must take this into account through a flexible, dynamic and practical change management.

For some changes, a formal change procedure with technical analysis, a specially created price offer and a contract amendment may be required. Less extensive changes that fall within a certain predictable scope (e.g. ordering additional components, relocating components to other customer sites, upgrading/downgrading the support class) should be carried out using a standardized, fast and simple procedure – keyword: IMAC (installations, moves, adds, changes).

Outsourcing in a regulated environment

Special challenges for IT outsourcing arise for regulated companies. Typically, an appropriate risk analysis, outsourcing management and certain minimum requirements for the contract are required. This affects, for example:

  • Financial services (banks, insurance companies, etc.), including DORA, Solvency II, BaFin circulars, EBA outsourcing guidelines, EIOPA, ESMA;
  • Companies in the health sector, including those governed by the German Social Code Book (SGB), such as Section 80 SGB X, Sections 306 ff. and 393 ff. SGB V, and Section 203 of the German Criminal Code (StGB);
  • Telecommunication providers, among others, according to Section 3 of the German Telecommunications-Telemedia Data Protection Act (TDDDG) and Section 206 of the German Criminal Code;
  • Operators of so-called critical infrastructures and (particularly) important facilities according to the German Act on the Federal Office for Information Security and NIS2 directive.

Data Protection, Security, Resilience

Data protection plays a crucial role in outsourcing. The outsourcing company must ensure that the outsourcing is carried out in accordance with the GDPR and applicable national, and, where applicable, sector-specific data protection law.

In addition, information security and operational resilience are fundamental to outsourcing, especially when it comes to outsourcing business-critical systems , processes or activities. In any case, even if there are no specific legal requirements in this regard (especially in the regulated sectors mentioned above), it should always be in the fundamental interest of the company to avoid failures, disruptions or the compromising of business-critical systems.

International Projects

Particularly in the case of large corporations, it is common for numerous group companies in different countries to be entitled to use the services of the outsourcing provider. In this context, customers often want the various group companies to be able to access services as smoothly as possible, but also want the outsourcing project to be managed as centrally as possible.

Additional issues arise when outsourcing to countries outside the EEA, whether from a legal perspective (e.g. data protection, effects of local laws, possible requirement of so-called local services agreements with affiliated companies of the service provider) or from an operational point of view (keyword: geopolitical risks).

Negotiating as a means to a deal

Our team has extensive experience in negotiating complex and high-volume outsourcing deals, some of which are worth tens of millions. When providing negotiation support, we always put our clients’ interests first when it comes to goals, priorities, lines of compromise and the duration of negotiations.

Negotiations are not an end in themselves for us, in the sense of “negotiating for the sake of negotiating” in order to generate hours. We also don’t want to leave scorched earth on the other side before the contract is signed. An outsourcing project that is planned to last several years can only be successful if the customer and service provider work together in partnership and in a spirit of mutual trust.

Aitava is your innovative companion for all phases of IT outsourcing.

Life Cycle of the Outsourcing Project

An outsourcing project involves much more than drafting and negotiating a contract. That is why we are happy to assist you at all stages of the project lifecycle. This can start as early as the planning stage, when it is necessary to describe and “position” the technical and commercial details in such a way that they can later be seamlessly integrated into the contract. This may include, for example, a due diligence of the circumstances relevant to the outsourcing, both internally (at the client) and externally (at the contractual partner), as well as a risk analysis of these circumstances. After our support during the negotiations and a successful conclusion of the contract, we continue to be at your side during the operational phase. For example, we are happy to conduct training sessions to familiarize your teams, who are (co-)responsible for the operational implementation of the outsourcing contract, with the contract contents relevant to them in “non-legal language”. In the event of a planned or unplanned exit from the outsourcing project, we can, of course, also assist with the detailed design of the exit plans and, if necessary, the necessary transitional arrangements with the contracting party, its successors or third parties.

Holistic Business Approach

The best legal clauses in an outsourcing contract are not worth much if there is a lack of clarity about the technical and commercial parameters of the outsourcing. Whether it’s sufficiently precise service descriptions and SLAs, practical mechanisms for billing, project management, change management and dispute resolution, or robust security commitments and emergency plans – we see ourselves as partners for all areas and teams that are essential for the success of the outsourcing project. We are happy to provide a reality check and work with you and the relevant contacts to determine whether and how technical and commercial goals can actually be efficiently implemented in practice.

Business-critical Interfaces

For the customer, an outsourcing project often involves numerous business-critical interfaces to the services of other service providers. Most companies do not outsource their entire IT to a single service provider, but instead, as part of a multi-vendor strategy, they entrust various service providers with different services that must interact with each other. It is also conceivable that the customer commissions a system integrator who, in addition to providing its own services, also takes over the integration of the services of various other service providers for the customer. In all cases in which there are such dependencies between the services of different outsourcing providers, both suitable operational concepts and plans and adequate contractual provisions are required. We also provide support in such constellations with regard to conceptual design, contractual arrangements and legal enforcement.

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